10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 10-Q

(Mark One)

_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008 OR

___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO _____________

UNITED BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

0-25976

Commission File Number

Pennsylvania	23-2802415
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)

30 S. 15thStreet, Suite 1200, Philadelphia, PA	19102
(Address of principal executive office)	(Zip Code)

(215) 351-4600

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or such shorter period that the registrant was required to filed such reports), and (2) has been subject to such filing requirements for the past 90 day. Yes _X_ No____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer___    Accelerated filer___     Non-accelerated filer_X_  Smaller Reporting Company ___

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes_____ No_X__

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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes _____ No _____  Not Applicable.

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

United Bancshares, Inc. (sometimes herein also referred to as the “Company” or “UBS”) has two classes of capital stock authorized - 2,000,000 shares of $.01 par value Common Stock and a Series Preferred Stock (Series A Preferred Stock).

The Board of Directors designated a subclass of the common stock, Class B Common Stock, by filing of Articles of Amendment to its Articles of Incorporation on September 30, 1998.  This Class B Common Stock has all of the rights and privileges of Common Stock with the exception of voting rights.  Of the 2,000,000 shares of authorized Common Stock, 250,000 have been designated Class B Common Stock.  There is no market for the Common Stock.  As of July 31, 2008, the aggregate number of the shares of the Registrant’s Common Stock issued was 1,068,588 (including 191,667 Class B non-voting).  There are 33,500 shares of Common Stock held in treasury stock at July 31, 2008.

The Series A Non-Voting Preferred Stock consists of 500,000 authorized shares of stock of which 136,842 shares are issued and outstanding and 6,308 shares are held in treasury stock as of July 31, 2008.

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FORM 10-Q

Index

Item No. Page

PART I-FINANCIAL INFORMATION

1.	Financial Statements	4
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
3.	Quantitative and Qualitative Disclosures about Market Risk	19
4.	Controls and Procedures	19
PART II-OTHER INFORMATION
1.	Legal Proceedings	19
1A.	Risk Factors	20
2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
3.	Defaults upon Senior Securities	20
4	Submission of Matters to a Vote of Security Holders	20
5.	Other Information	20
6.	Exhibits	21

3

Item1. Consolidated Financial Statements (unaudited)

Consolidated Balance Sheets

(unaudited)

	June 30,			December 31,
	2008			2007
Assets
Cash and due from banks		2,797,795			3,875,911
Interest bearing deposits with banks		292,673			289,095
Federal funds sold		2,543,000			9,755,000
Cash & cash equivalents		5,633,468			13,920,006
Investment securities:
Held-to-maturity, at amortized cost(fair value of $9,751,861		9,768,518			10,466,053
and $10,493,820 at June 30, 2008 and December 31, 2007, respectively)
Available-for-sale, at market value		3,168,439			3,470,363
Loans , net of unearned discount		49,159,049			45,183,839
Less: allowance for loan losses		(664,395	)		(589,526	)
Net loans		48,494,654			44,594,313
Bank premises & equipment, net		1,465,809			966,494
Accrued interest receivable		410,395			399,243
Core deposit intangible		937,085			1,026,124
Prepaid expenses and other assets		308,794			393,855
Total Assets		70,187,162			75,236,451
Liabilities & Shareholders' Equity
Demand deposits, non-interest bearing		12,536,595			12,762,066
Demand deposits, interest bearing		9,744,052			11,712,926
Savings deposits		18,077,683			19,912,673
Time deposits, $100,000 and over		12,195,818			13,380,822
Time deposits		8,542,591			8,315,998
		61,096,738			66,084,485
Accrued interest payable		187,657			134,845
Accrued expenses and other liabilities		323,193			331,711
Total Liabilities		61,607,588			66,551,041
Shareholders' equity:
Preferred Stock, Series A, non-cum., 6%, $.01 par value,		1,368			1,368
500,000 shrs auth., 136,842 issued
Common stock, $.01 par value; 2,000,000 shares authorized;
876,921 shares issued		8,769			8,769
Class B Non-voting common stock; 250,000 shares authorized; $0.01 par value;
191,667 shares issued and outstanding		1,917			1,917
Treasury Stock, 33,500 shares and 6,308 shares preferred, at cost		0			0
Additional-paid-in-capital		14,749,852			14,749,852
Accumulated deficit		(6,193,376	)		(6,082,165	)
Net unrealized gain on available-for-sale securities		11,046			5,669
Total Shareholders' equity		8,579,574			8,685,410
		70,187,162			75,236,451

See Accompanying Notes to Consolidated Financial Statements

4

Statements of Operations
(unaudited)
	Quarter ended			Quarter ended		Six months ended			Six months ended
	June 30,			June 30,		June 30,			June 30,
	2008			2007		2008			2007
Interest Income:
Interest and fees on loans		851,821			866,828		1,668,694			1,715,195
Interest on investment securities		153,028			195,730		302,073			381,772
Interest on Federal Funds sold		25,901			155,181		98,854			287,672
Interest on time deposits with other banks		1,813			3,955		3,733			7,885
Total interest income		1,032,563			1,221,694		2,073,354			2,392,524
Interest Expense:
Interest on time deposits		142,552			191,495		307,062			381,640
Interest on demand deposits		27,269			41,761		66,237			75,394
Interest on savings deposits		21,807			78,808		62,811			134,585
Total interest expense		191,628			312,064		436,110			591,619
Net interest income		840,935			909,630		1,637,244			1,800,905
Provision for loan losses		15,000			50,000		15,000			60,000
Net interest income less provision for
loan losses		825,935			859,630		1,622,244			1,740,905
Noninterest income:
Customer service fees		139,859			134,874		289,739			275,992
ATM activity fees		106,478			121,269		212,487			237,265
Loan Syndication Fees		50,000			70,000		80,000			70,000
Other income		15,202			70,195		37,116			93,831
Total noninterest income		311,539			396,338		619,342			677,088
Non-interest expense
Salaries, wages, and employee benefits		386,432			404,721		802,461			812,284
Occupancy and equipment		259,190			238,126		540,457			489,379
Office operations and supplies		84,190			83,811		170,641			155,631
Marketing and public relations		25,392			51,923		47,222			72,982
Professional services		62,134			73,450		106,248			133,624
Data processing		126,287			112,365		250,529			225,142
Deposit insurance assessments		39,000			38,104		78,193			74,197
Other noninterest expense		198,513			210,734		357,046			385,713
Total non-interest expense		1,181,138			1,213,234		2,352,797			2,348,952
Net income	$	(43,664	)	$	42,734	$	(111,211	)	$	69,041
Earnings per share-basic	$	(0.04	)	$	0.04	$	(0.10	)	$	0.06
Earnings  per share-diluted	$	(0.04	)	$	0.04	$	(0.10	)	$	0.06
Weighted average number of shares		1,102,088			1,102,088		1,102,088			1,102,088

See Accompanying Notes to Consolidated Financial Statements

5

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended			Six Months Ended
	June 30, 2008			June 30, 2007
Cash flows from operating activities
Net income (loss)	$	(111,211	)	$	69,041
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Provision for loan losses		15,000			6,000
Depreciation and amortization		230,585			235,010
Decrease in accrued interest receivable and other assets		73,909			37,569
Increase in accrued interest payable and other liabilites		44,294			33,932
Net cash provided by operating activities		252,577			381,552
Cash flows from investing activities
Purchase of investments-Available-for-Sale		0			(504,359	)
Purchase of investments-Held-to-Maturity		(5,250,931	)		(3,275,751	)
Proceeds from maturity & principal reductions of investments-Available-for-Sale		309,343			254,146
Proceeds from maturity & principal reductions of investments-Held-to-Maturity		5,944,209			3,716,346
Net increase in loans		(3,915,341	)		(672,017	)
Purchase of loans		0			(1,718,061	)
Purchase of premises and equipment		(638,649	)		(186,814	)
Net cash used in investing activities		(3,551,368	)		(2,386,510	)
Cash flows from financing activities
Net decrease in deposits		(4,987,747	)		(190,862	)
Net cash used in financing activities		(4,987,747	)		(190,862	)
Decrease in cash and cash equivalents		(8,286,538	)		(2,141,821	)
Cash and cash equivalents at beginning of period		13,920,006			12,619,159
Cash and cash equivalents at end of period	$	5,633,468		$	10,477,338
Supplemental disclosures of cash flow information
Cash paid during the period for interest	$	488,922		$	639,522

See Accompanying Notes to Consolidated Financial Statements

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. General

United Bancshares, Inc. (the "Company") is a bank holding company registered under the Bank Holding Company Act of 1956.  The Company's principal activity is the ownership and management of its wholly owned subsidiary, United Bank of Philadelphia (the "Bank").

During interim periods, the Company follows the accounting policies set forth in its Annual Report on Form 10-K filed with the Securities and Exchange Commission.  Readers are encouraged to refer to the Company's Form 10-K for the fiscal year ended December 31, 2007 when reviewing this Form 10-Q.  Quarterly results reported herein are not necessarily indicative of results to be expected for other quarters.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the Company's consolidated financial position as of June 30, 2008 and December 31, 2007 and the consolidated results of its operations for the six month periods ended June 30, 2008 and 2007, and its consolidated cash flows for the six month periods ended June 30, 2008 and 2007.

2.  Share Based Payment

In 1998, the Company adopted a Stock Option Plan.  The Stock Option Plan provides for the granting of options at the fair market value of the Company’s common stock at the time the options are granted.  Each option granted under the Stock Option Plan may be exercised within a period of ten years from the date of grant.  However, no option may be exercised within one year from the date of grant.  In 1998, options to purchase 29,694 shares of the Company’s common stock at a price of $8.54 per share were awarded to the former chief executive officer.  These options remain outstanding and exercisable at June 30, 2008.

The Bank utilizes fair value based accounting for stock-based compensation with a modified version of prospective application in accordance with Statement of Financial Accounting Standards No. 123R, (“FAS 123R”), Share-Based Payment. There was no compensation cost charged against income for the Plan for the six months ended June 30, 2008 and 2007 as no options were granted under the Plan during these periods.  All options were fully vested at December 31, 2007 and remain outstanding at June 30, 2008.

3.  Comprehensive Income

Total comprehensive income includes net income and other comprehensive income or loss that is comprised of unrealized gains and losses on investment securities available for sale, net of taxes.  The Company’s total comprehensive income (loss)for the three months ended June 30, 2008 and 2007 was a loss of $(68,754)  and income of $14,307, respectively and for the six months ended June 30, 2008 and 2007 was a loss of $(105,834) and income of $54,164, respectively. The difference between the Company’s net income (loss) and total comprehensive income for these periods relates to the change in net unrealized gains and losses on investment securities available for sale during the applicable period of time.

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4.   Net Income Per Share

 The calculation of net income per share follows:

	Six Months Ended June 30, 2008	Six Months Ended June 30, 2007
Basic:
Net income (loss) available to shareholders	$(111,211)	$69,041
Average common shares outstanding-basic	1,102,088	1,102,088
Net income (loss) per share-basic	($0.10)	$0.06
Fully Diluted:
Average common shares-fully diluted	1,102,088	1,102,088
Net income (loss) per share-fully diluted	($0.10)	$0.06

Options to purchase 29,694 shares of common stock are not included in the computation of diluted EPS noting that such inclusion would be anti-dilutive. The preferred stock is non cumulative and the Company is restricted from paying dividends.  Therefore, no effect of the preferred stock is included in the earnings per share calculations.

5.   New Accounting Pronouncements

SFAS No. 141 (R), Business Combinations. This Statement is a revision of a previous statement on business combinations.  The new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination.  This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date.  The Company does not expect that the adoption of this statement will have a material impact on its financial statements.

6.  Fair Value

Effective January 1, 2008, the Company adopted SFAS 157 Fair Value Measurement, which provides a framework for measuring fair value under generally accepted accounting principles.   SFAS 157 applies to all financial instruments that are being measured and reported on a fair value basis with the exception of nonfinancial assets and nonfinancial liabilities that are recognized and disclosed at fair value on a non-recurring basis for which fair value disclosures have been delayed under FASB Staff Position (FSP) No. SFAS 157-2 “Effective date of FASB Statement No. 157” to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years.

The Company also adopted SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities, on January 1, 2008.  SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement of certain financial assets on a contract-by-contract basis.  SFAS 159 requires that the difference between the carrying value before election of the fair value option and the fair value of these instruments be recorded as an adjustment to beginning retained earnings in the period of adoption.  We have not elected the fair value option for any of our existing financial assets or liabilities and consequently did not have any adoption related adjustments.

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Fair Value Measurement

SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  In determining fair value, the Company uses various methods including market, income and cost approaches.  Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and or the risks inherent in the inputs to the valuation technique.  These inputs can be readily observable, market corroborated, or generally unobservable inputs.  The Company utilizes techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.  Based on the observable inputs used in valuation techniques the Company is required to provide the following information according to the fair value hierarchy.  The fair value hierarchy ranks the quality and reliability of the information used to determine fair values.  Financial assets and liabilities carried at fair value will be classified and disclosed as follows:

Level 1

·   Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

·   Generally, this includes debt and equity securities and derivative contracts that are traded in an active exchange market (i.e. New York Stock Exchange), as well as certain US Treasury and US Government and agency mortgage-backed securities that are highly liquid and are actively traded in over-the-counter markets.

Level 2

·   Quoted prices for similar assets or liabilities in active markets.

·   Quoted prices for identical or similar assets or liabilities in markets that are not active.

·   Inputs other than quoted prices that are observable, either directly or indirectly, for the term of the asset or liability (e.g., interest rates, yield curves, credit risks, prepayment speeds or volatilities) or “market corroborated inputs.”

·   Generally, this includes US Government and agency mortgage-backed securities, corporate debt securities, derivative contracts and loans held for sale.

Level 3 Inputs

·   Prices or valuation techniques that require inputs that are both unobservable (i.e. supported by little or no market activity) and that are significant to the fair value of the assets or liabilities.

·   These assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

The following is a description of the valuation methodologies used for instruments measured at fair value:

Fair Value on a Recurring Basis

The table below presents the balances of assets and liabilities on the consolidated balance sheets at their fair value as of June 30, 2008 by level within the SFAS No. 157 fair value measurement hierarchy.

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(in 000’s)  Fair Value Measurements at Reporting Date Using:

	Assets/Liabilities Measured at Fair Value at June 30, 2008	Quoted Prices in Active markets for Identical Assets (Level 1)	Significant other observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Assets: Investment securities available-for-sale	$3,168		$3,168	-

The fair value of available for sale securities is the market value based on quoted market prices, when available, or market prices provided by recognized broker dealers.  If listed prices or quotes are not available, fair value is based upon externally developed models that use unobservable inputs due to the limited market activity of the instrument.

Fair Value on a Nonrecurring Basis

Certain assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).  The following table presents the assets and liabilities carried on the consolidated balance sheets by level within the SFAS No. 157 hierarchy as of June 30, 2008, for which a nonrecurring change in fair value has been recorded during the six months ended June 30, 2008.

  Carrying Value at June 30, 2008:

(in 000’s)	Total	Quoted Prices in Active markets for Identical Assets (Level 1)	Significant other observable Inputs (Level 2)	Significant Unobservable Inputs  (Level 3)	Total Fair Value Losses for the Six Months Ended June 30, 2008
Assets: Impaired Loans	$ 2,425	-	-	$ 2,425	$22

The fair value of impaired loans is derived in accordance with SFAS 114, Accounting by Creditors for Impairment of a Loan.  Fair value is determined at the fair value of the collateral if the loan is collateral dependent.

The valuation allowance for impaired loans is included in the allowance for loan and lease losses in the consolidated balance sheets.  The valuation allowance for impaired loans at June 30, 2008 was $188,478.  Fair value losses declined approximately $3,000 for the six months ended June 30, 2008.

6. Critical Accounting Policies

Allowance for Loan Losses

The Bank considers that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies.   The balance in the allowance for loan losses is determined based on management's review and evaluation of the loan portfolio in relation to past loss experience, the size and composition of the portfolio, current economic events and conditions, and other pertinent factors, including management's assumptions as to future delinquencies, recoveries and losses.   All of these factors may be susceptible to significant change.   To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods. The following table presents an analysis of the allowance for loan losses.

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(in 000’s) Six months ended June 30, 2008 Six months ended June 30, 2007  

Balance at January 1	$590	$561
Charge-offs:
Commercial loans	(26)	-
Consumer loans	(38)	(113)
Total charge-offs	(64)	(113)
Recoveries	123	87
Net recoveries(charge-offs)	59	(26)
Additions charged to operations	15	60
Balance at June 30	$664	$595

Income Taxes

Under the liability method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities.  Deferred tax assets are subject to management’s judgment based upon available evidence that future realization is more likely than not.   For financial reporting purposes, a valuation allowance of 100% of the net deferred tax asset has been recognized to offset the net deferred tax assets related to cumulative temporary differences and tax loss carryforwards.  If management determines that the Bank may be able to realize all or part of the deferred tax asset in the future, a credit to income tax expense may be required to increase the recorded value of the net deferred tax asset to the expected realizable amount.

Special Cautionary Notice Regarding Forward-looking Statements

Certain of the matters discussed in this document and the documents incorporated by reference herein, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” may constitute forward looking statements for the purposes of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, and may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of United Bancshares, Inc (“UBS”) to be materially different from future results, performance or achievements expressed or implied by such forward looking statements.  The words “expect,” “anticipate,” “intended,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking statements. UBS’ actual results may differ materially from the results anticipated by the forward-looking statements due to a variety of factors, including without limitation: (a) the effects of future economic conditions on UBS and its customers, including economic factors which affect consumer confidence in the securities markets, wealth creation, investment and consumer saving patterns; (b) UBS’ interest rate risk exposure and credit risk; (c) changes in the securities markets with respect to the market values of financial assets and the stability of particular securities markets; (d) governmental monetary and fiscal policies, as well as legislation and regulatory changes; (e) changes in interest rates or the level and composition of deposits, loan demand, and the values of loan collateral and securities, as well as interest-rate risks; (f) changes in accounting requirements or interpretations; (g) the effects of competition from other commercial banks, thrifts, mortgage companies, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money-market and mutual funds and other financial institutions operating in the UBS’ trade market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet; (h) any extraordinary events (such as the September 11, 2001 events and the war in Iraq) and the U.S. Government’s response to those events or the U.S. Government becoming involved in an additional conflict in a foreign country; (i) the failure of assumptions underlying the establishment of reserves for loan losses and estimates in the value of collateral, and various financial assets and liabilities; (j) technological changes being more difficult or expensive than anticipated; (k) UBS’ success in generating new business in its existing markets, as well as its success in identifying and penetrating targeted markets and generating a profit in those markets in a reasonable time; (l) UBS’ timely development of competitive new products and services in a changing environment and the acceptance of such products and services by customers; and (m) UBS’ success in managing the risks involved in the foregoing.

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All written or oral forward-looking statements attributed to UBS are expressly qualified in their entirety by use of the foregoing cautionary statements.  All forward-looking statements included in this document are based upon information presently available and UBS assumes no obligation to update any forward-looking statement.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Company is a bank holding company for the Bank and the accompanying financial statements in this report are prepared on a consolidated basis to include the accounts of the Company and the Bank.  The purpose of this discussion is to focus on information about the Bank’s financial condition and results of operations, which is not otherwise apparent from the consolidated financial statements included in this quarterly report.  This discussion and analysis should be read in conjunction with the financial statements presented elsewhere in this report.

Overview

There was a net loss of $44 thousand ($0.04 per common share) for the quarter ended June 30, 2008 compared to net income of $43 thousand ($0.04 per share) for the same quarter in 2007. There was a net loss of $111 thousand ($0.10 per common share) for the six months ended June 30, 2008 compared to net income of $69 thousand ($0.06 per share) in 2007. The 2008 financial results were negatively impacted by margin compression created by a 350 basis point interest rate reduction from September 2007 to June 2008.  Management has taken steps to minimize the impact of compression by reducing rates on its deposit products as well as shifting earning assets into higher yielding products to capture additional yield.  In addition, the level of nonperforming loans rose to $1.4 million at June 30, 2008 compared to $566 thousand at June 30, 2007. This increase is the result of several large commercial loans that were moved to an impaired status over the last six months.  Management is working to minimize the risk of loss and liquidate collateral, if necessary. The combination of these two factors resulted in a $164 thousand reduction in net interest income for the six months ended June 30, 2008 compared to 2007.

Deposit growth remains as one of management’s primary challenges.  This challenge is compounded by the low interest rate environment and the current regulatory environment.  Recent financial institution failures, although not directly related to the Bank, create more concern with depositors that may have balances in excess of $100,000—the FDIC insurance limit.  While the Bank has not lost deposits because of this concern, for the six months ended June 30, 2008, the Bank experienced deposit attrition totaling $5 million primarily in its interest-bearing checking and savings deposit balances that each declined by nearly $2.0 million.  Deposit reductions were the result of normal business use of funds for several construction contractors and not-for-profit entities. Management will continue its attempt to build on relationships with regional corporations, small businesses and community to overcome these challenges.

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Selected Financial Data

The following table sets forth selected financial data for each of the following periods:

(Thousands of dollars, except per share data)	Quarter ended June 30, 2008	Quarter ended June 30, 2007
Net interest income	$841	$910
Provision for loan losses	15	50
Noninterest income	312	396
Noninterest expense	1,181	1,213
Net income (loss)	(44)	43
Earnings (loss) per share-basic and diluted	$(0.04)	$0.04
Balance sheet totals:	June 30, 2008	December 31, 2007
Total assets	$70,187	$75,236
Loans, net	$48,495	$44,594
Investment securities	$12,937	$13,936
Deposits	$61,097	$66,084
Shareholders' equity	$8,580	$8,685
Ratios:	Quarter ended June 30, 2008	Quarter ended June 30, 2007
Return on assets	(0.16%)	0.23%
Return on equity	(1.45%)	2.05%
Tangible Equity to assets ratio	10.90%	9.79%

Financial Condition

Sources and Uses of Funds

The financial condition of the Bank can be evaluated in terms of trends in its sources and uses of funds.  The comparison of average balances in the following table indicates how the Bank has managed these elements.

Sources and Uses of Funds Trends

	June 30, 2008			March 31, 2008
(Thousands of Dollars, except percentages)	Average	Increase (Decrease)		Average
	Balance	Amount	%	Balance
Funding uses:
Loans	$48,105	$2,407	5.27%	$45,698
Investment securities
Held-to-maturity	9,404	455	5.08	8,949
Available-for-sale	3,235	(43)	(1.31)	3,278
Federal funds sold	4,898	(4,070)	(45.38)	8,969
Balances with other banks	292	2	.69	290
Total  uses	$65,934	($1,518)	(2.26)%	$67,183
Funding sources:
Demand deposits
Noninterest-bearing	$12,699	$50	0.40%	$12,649
Interest-bearing	10,112	(676)	(6.27)	10,788
Savings deposits	18,219	(781)	(4.11)	19,000
Time deposits	20,636	4	(0.04)	20,627
Total sources	$61,666	$(1,398)	(2.22)%	$63,064

13

Loans

Average loans increased $2.4 million, or 5.27%, during the quarter ended June 30, 2008 primarily as a result of the origination and funding of $2 million in commercial loans.  The Bank’s loan portfolio is heavily concentrated in commercial loans that comprise $37.3 million, or 76.9%, of total loans at June 30, 2008.   Approximately $16.1 million of these loans are secured by owner occupied commercial real estate that may serve to minimize the risk of loss. The Bank continues to have a strong niche in lending to religious organizations for which total loans now approximate $13.3 million, or 37%, of the commercial portfolio.   Management actively monitors this concentration to minimize potential credit risk.

Allowance for Loan Losses

The allowance for loan losses reflects management’s continuing evaluation of the loan portfolio, the diversification and size of the portfolio, and adequacy of collateral.  The allowance for loan losses as a percentage of total loans was 1.36% at June 30, 2008 compared to 1.30% at December 31, 2007. Provisions are made to the allowance for loan losses in accordance with a detailed periodic analysis.  This analysis includes specific reserves allocated to impaired loans based on underlying recovery values as well as a general reserve based on many qualitative factors including charge-off history, delinquency trends, loan terms, regulatory environment, economic conditions, concentrations of credit risk and other relevant data. The level of impaired loans requiring reserve increased from $2.0 million at December 31, 2007 to $2.4 million at June 30, 2008 with associated specific reserves of $166 thousand and $188 thousand, respectively. Loans deemed “impaired” are those for which borrowers are no longer able to pay in accordance with the terms of their loan agreements.  The Bank’s source of repayment is generally the net liquidation value of the underlying collateral.  Management is actively working with its attorney to assist with its collection efforts including forbearance agreements, foreclosure and other collection strategies.  Based on a recent evaluation, the risk related to these credits is mitigated by strong collateral positions in real estate or guarantees of the SBA.

Management uses available information to recognize losses on loans; however, future additions may be necessary based on changes in economic conditions.  In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses.  Such agencies may require the Bank to recognize additions to the allowance basedon their judgments of information available to them at the time of the examination. Although management uses the best information available, the level of the allowance for loan losses remains an estimate that is subject to significant judgment and short-term change.

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

(Dollars in thousands)	June 30, 2008	December 31, 2007
Allowance for loan losses	$664	$590
Total Impaired Loans (includes non-accrual loans)	$2,415	$2,045
Total non-accrual loans	$1,408	$  745
Allowance for loan losses as a percentage of:
Total Loans	1.36%	1.30%
Total  nonperforming loans	0.47%	0.79%
Net(charge-offs) recoveries as a percentage of average loans	0.12%	(0.21)%

Nonperforming and Nonaccrual Loans

The Bank generally determines a loan to be "nonperforming" when interest or principal is past due 90 days or more.  If it otherwise appears doubtful that the loan will be repaid, management may consider the loan to be "nonperforming" before the lapse of 90 days.  The policy of the Bank is to charge-off unsecured loans after 90 days past due.  Interest on "nonperforming" loans ceases to accrue except for loans that are well collateralized and in the process of collection.  When a loan is placed on non-accrual, previously accrued and unpaid interest is generally reversed out of income unless adequate collateral from which to collect the principal and interest on the loan appears to be available.

14

(Dollars in thousands)	June 30, 2008	December 31, 2007
Nonperforming loans:
Commercial	$1,134	$552
Installment	56	58
Residential Real Estate	218	136
Total	$1,408	$745

At June 30, 2008, non-accrual loans increased to $1.4 million from $745 thousand at December 31, 2007.    This increase is primarily related to several additional commercial loans and one residential mortgage loan that are more than 90 days delinquent.  These loans have been classified as “impaired’ with specific reserves allocated as required based on estimated liquidation values of collateral.  Management continues to aggressively pursue collection of non-accrual and previously charged-off loans. There is no other known information about possible credit problems other than those classified as nonaccrual that causes management to be uncertain as to the ability of any borrower to comply with present loan terms.

Investment Securities and Other Short-term Investments

Investment securities increased on average by $412 thousand, or 3.26%, during the quarter ended June 30, 2008 from the quarter ending March 31, 2008.  The 350 basis point reduction in interest rates triggered the call of $4 million in higher yielding callable agency securities during the six months ended June 30, 2008. In April and May 2008, the Bank purchased $3.75 million in similar securities to replace these securities and serve as collateral for it governmental deposits and to pledge at the Discount Window.  The yield on the investment portfolio is 4.92% at June 30, 2008 compared to 4.98% at December 31, 2007.  The duration of the portfolio remains relatively short at 3.1 years with 51% allocated to government sponsored agency mortgage-backed securities and 49% allocated to callable agency securities.  Management’s goal is to maintain a portfolio with a short duration to allow for adequate cash flow to fund loan origination activity and to manage interest rate risk.

Deposits

During the quarter ended June 30, 2008, average deposits declined $1.4 million, or 2.22%, from the quarter ending March 31, 2008.  The most significant decreases were in the Bank’s interest bearing checking and savings account balances for which the Bank once offered premium interest rates.  With increased competition in the region as well as declining interest rates, the Bank is no longer able to utilize rates to attract deposits.  In addition, the current regulatory climate, publication of the Bank’s regulatory order, and recent financial institution failures present new challenges when attempting to attract deposits in excess of $100,000—the FDIC insurance limit.  To stabilize and grow its deposit base, management will continue to focus its marketing efforts on existing customers and other large corporations headquartered or doing business in the region that seek to positively impact community.  In addition, the Bank will better enforce the deposit requirements of its commercial loan customers.

15

Certificates of deposit remained relatively stable during the quarter. While the Bank has $12.2 million in certificates of deposit with balances of $100,000 or more, approximately $8 million, or 66%, of these deposits are with governmental or quasi-governmental entities that have a long history with the Bank and are considered stable. Based on discussions with these entities, no further reduction in certificates held is anticipated.

Commitments and Lines of Credit

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit and letters of credit, which are conditional commitments issued by the Bank to guarantee the performance of an obligation of a customer to a third party. Commitments to extend credit fluctuate with the completion and conversion of construction lines of credit to permanent commercial mortgage loans and/or the closing of loans approved not funded from one period to another.

Many of the commitments are expected to expire without being drawn upon.  The total commitment amounts do not necessarily represent future cash requirements.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Management believes the Bank has adequate liquidity to support the funding of unused commitments. The Bank's financial instrument commitments at June 30, 2008 are summarized below:

Commitments to extend credit $11,678,000

There are no outstanding letters of credit.

Liquidity and Interest Rate Sensitivity Management

The primary functions of asset/liability management are to assure adequate liquidity and maintain appropriate balance between interest-sensitive earning assets and interest-bearing liabilities.  Liquidity management involves the ability to meet cash flow requirements of customers who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs.  Interest rate sensitivity management seeks to avoid fluctuating net interest margins and to enhance consistent growth of net interest income through periods of changing interest rates.

The Bank's principal sources of asset liquidity include investment securities consisting principally of U.S. Government and agency issues, particularly those of shorter maturities, and mortgage-backed securities with monthly repayments of principal and interest.  Other types of assets such as federal funds sold, as well as maturing loans, are also sources of liquidity.  Approximately $9.3 million in loans are scheduled to mature within one year.

By policy, the Bank’s minimum level of liquidity is 6.00% of total assets.  At June 30, 2008, the Bank had total short-term liquidity, including cash and federal funds sold, of $5.6 million, or 7.98%, of total assets compared to $13.9 million, or 18.48%, at December 31, 2007.  The decline in liquidity is primarily the result of net loan fundings that totaled  $4.9 million coupled with a $5 million decline in deposits for the six months ended June 30, 2008.  The portion of the Bank’s investment portfolio classified as available-for-sale may also provide liquidity. However, the majority of these securities are pledged as collateral for deposits of governmental/quasi-governmental agencies as well as the Discount Window at the Federal Reserve Bank.  Therefore, they are restricted from use to fund loans or to meet other liquidity requirements.  To ensure the ongoing adequacy of liquidity, the following strategies will be utilized in order of priority:

·   Seek additional non-public deposits from existing private sector customers

·   Sell available for sale securities that are not pledged as collateral

·   Sell participations of existing commercial credits to other financial institutions in the region

The Bank’s contingent funding sources  include the Discount Window at the Federal Reserve Bank for which it currently has $1.75 million in securities pledged that result in borrowing capacity of $1.5 million. Liquidity will continue to be closely monitored and managed to minimize risk and ensure that adequate funds are available to meet daily customer requirements and loan demand.

16

Capital Resources

Total shareholders' equity declined approximately $106 thousand compared to December 31, 2007 as a result of a net loss of $111 thousand during the six months ended June 30, 2008 offset by other comprehensive income of $5 thousand from unrealized gains on investment securities classified as available-for-sale. As reflected in the table below, the Company’s risk-based capital ratios are above the minimum regulatory requirements.  The Company and the Bank do not anticipate paying dividends in the near future.

	Company	Company
(thousands of dollars, except percentages)	June 30, 2008	December 31, 2007
Total Capital	$8,580	$8,685
Less: Intangible Assets and accumulated other comprehensive  gain (loss)	(948)	(1,026)
Tier 1 Capital	7,632	7,659
Tier 2 Capital	586	571
Total Qualifying Capital	$8,216	$8,230
Risk Adjusted Total Assets (including off-
Balance sheet exposures)	$46,894	$45,667
Tier 1 Risk-Based Capital Ratio	16.27%	16.77%
Tier 2 Risk-Based Capital Ratio	17.52%	18.03%
Leverage Ratio	10.90%	10.33%
	Bank	Bank
Total Capital	$8,340	$8,335
Less: Intangible Assets and accumulated other comprehensive gain (loss)	(948)	(1,185)
Tier 1 Capital	7,392	7,150
Tier 2 Capital	586	556
Total Qualifying Capital	7,978	$7,706
Risk Adjusted Total Assets (including off-
Balance sheet exposures)	$46,894	$44,464
Tier 1 Risk-Based Capital Ratio   (Minimum Ratio- 4.00%)	15.79%	16.08%
Tier 2 Risk-Based Capital Ratio   (Minimum Ratio- 8.00%)	17.04%	17.33%
Leverage Ratio                            (Minimum Ratio- 4.00%)	10.55%	9.93%

17

Results of Operations

Summary

The Bank had a net loss of $44 thousand ($0.04 per common share) for the quarter ended June 30, 2008 compared to net income of $43 thousand ($0.04 per common share) for the quarter ended June 30, 2007.  The Bank had a net loss of $111 thousand ($0.10 per common share) for the six months ended June 30, 2008 compared to net income of $69 thousand ($0.06 per common share) for the six months ended June 30, 2007.  A detailed explanation of each component of earnings is included in the sections below.

Net Interest Income

Average Balances, Rates, and Interest Income and Expense Summary

		Three  months ended June 30, 2008			Three  months ended June 30, 2007
(Dollars in thousands)	Average Balance	Interest	Yield/Rate	Average Balance	Interest	Yield/Rate
Assets:
Interest-earning assets:
Loans	$48,105	$852	7.08%	$42,670	$867	8.13%
Investment securities-HTM	9,404	110	4.68	12,240	153	4.99
Investments securities-AFS	3,235	44	5.32	3,301	43	5.21
Federal funds sold	4,898	26	2.12	11,600	155	5.35
Interest bearing balances with other banks	292	2	2.74	284	4	5.57
Total interest-earning assets	65,934	1,033	6.27	70,095	1,222	6.97
Interest-bearing liabilities
Demand deposits	10,112	27	1.07	10,099	42	1.65
Savings deposits	18,219	22	0.46	20,081	79	1.57
Time deposits	20,636	143	2.77	21,826	191	3.51
Total interest-bearing liabilities	48,967	192	1.56	52,006	312	2.40
Net interest earnings		$841			$910
Net yield on interest-earning assets			5.11%			5.19%

Net interest income decreased $69 thousand, or 7.55%, for the quarter ended June 30, 2008 compared to the quarter ended June 30, 2007 and decreased $164 thousand, or 9.09%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007. The yield on earning assets for the quarter ended June 30, 2008 declined to 6.27% from 6.97% for the same three months in 2007 as a result of a 350 basis point reduction in the prime lending and Federal Funds Sold rates from September 2007 to April 2008. While the yield on earning assets decreased 70 basis points, the cost of interest-bearing liabilities declined 84 basis points as a result of rate reductions made on the Bank’s deposit products to follow market conditions. The combination of these factors resulted in margin compression of only 8 basis points for the quarter ended June 30, 2008 compared to the same quarter in 2007. Management will continue to review and modify rates on its loan and deposit products to manage interest rate risk and minimize margin compression.

Provision for Loan Losses

Provisions for loan losses were $15 thousand for the quarter ended June 30, 2008 compared to $50 thousand for the same quarter in 2007. The Bank was not affected by the recent fallout in the sub-prime lending market as it was not a lender or purchaser of this type of residential mortgage loan.  The requirement for provisions, if any, is based on credit losses inherent in the loan portfolio and the review and analysis of the loan portfolio in accordance with the Bank’s Allowance for Loan Loss policies and procedures. (Refer to Allowance for Loan Losses above for discussion and analysis of credit quality.)

Noninterest Income

The amount of the Bank's noninterest income generally reflects the volume of the transactional and other accounts handled by the Bank and includes such fees and charges as low balance account fees, overdrafts, account analysis, ATM fees and other customer service fees.  Noninterest income decreased $85 thousand, or 21.4%, for the quarter ending June 30, 2008, compared to the same quarter in 2007. Noninterest income decreased $57 thousand, or 8.53%, for the six months ended June 30, 2008, compared to 2007.   In June 2007, the Bank was awarded a one-time $50 thousand grant from the City of Philadelphia.  This grant served as a match to a $50 thousand grant the Bank was awarded in 2006 by the Commonwealth of Pennsylvania’s Department of Community and Economic Development to provide Small Business and Non-profit bridge loan financing to the community.

18

Customer service fees increased by $5 thousand, or 3.70%, for the quarter ended June 30, 2008, compared to 2007 and increased $14 thousand, or 4.98%, for the six months ended June 30, 2008 compared to 2007 primarily as a result of an increase in overdraft fees on deposit accounts.   ATM fees declined $15 thousand, or 12.20%, for the quarter ended June 30, 2008, compared to 2007 and declined $25 thousand, or 10.44%, for the six months ended June 30, 2008 compared to 2007 because of an overall decline in ATM machine usage.  Studies continue to show that consumers are moving towards the use of non-cash payment systems including debit cards and credit cards.  In July 2008, management imposed a 50% increase in its surcharge fee in effort to boost the overall profitability of the network.

Loan syndication fees decreased $20 thousand for the quarter ended June 30, 2008 but increased $10 thousand for the six months ended June 30, 2008. Quarterly fluctuations are a result of the change in the timing of the launch of one credit facility. There was also an increase in administrative fees on one of the credit facilities. The Bank continues to serve as agent/arranger for two (2) facilities for which annual fees are projected to be a minimum of $130 thousand.  Management is actively pursuing growth in this line of business and will market this service to local corporations.

Noninterest Expense

Salaries and benefits decreased $18 thousand, or 4.52%, for the quarter ended June 30, 2008 compared to 2007 and decreased $10 thousand, or 1.21%, for the six months ended June 30, 2008 compared to 2007. The decline is primarily related to an open Senior Lending Officer position that became vacant in March 2008.  A search is being conducted to fill this position.  Management continues to review the organizational structure to maximize efficiencies and increase business development activity.

Occupancy expense increased $21 thousand, or 8.85%, for the quarter ended June 30, 2008 compared to 2007 and increased $51 thousand, or 10.44%, for the six months ended June 30, 2008 compared to 2007.  The increase is primarily attributable to costs related to the conversion to a new ATM maintenance provider in July 2007.  The move to the new provider was made in effort to improve the ATM service level and up-time.  In addition, leasehold improvement expenses were incurred to renovate the interior/exterior of the Bank’s Wadsworth Avenue branch in 2007. In March 2008, the Bank completed leasehold improvements on its new branch located in Progress Plaza and relocated in April 2008 at which time it began paying higher rent expense. Interior and exterior improvements began at the Bank’s West Philadelphia branch in May 2008.  These leasehold improvements have resulted in increased depreciation expense.

Office operations and supplies expense were relatively the same for the quarter June 30, 2008 compared to 2007 and increased $15 thousand, or 9.64%, for the six months ended June 30, 2008 compared to 2007 primarily related to additional telephone expense resulting from additional high speed lines to improve communication in the Bank’s wide area network. Management continues to review all office operations expenses including supplies, storage, security, etc. to determine if expense reductions can be made.

Marketing and public relations expense declined $27 thousand, or 51.10%, for the quarter ending June 30, 2008 compared to 2007 and declined $26 thousand, or 35.30%, for the six months ended June 30, 2008 compared to 2007. In January 2007, the Bank hired a marketing consultant to assist with the implementation of its marketing campaign to introduce new products and services including a direct mail solicitation, ongoing newspaper advertisements, and billboards.  In 2008, the Bank reduced its advertising placements and external marketing consultant use from a monthly retainer to an “as needed” basis.

19

Professional services expense decreased approximately $11 thousand, or 15.41%, for the quarter ended June 30, 2008 compared to the same quarter in 2007 and decreased $27 thousand, or 20.49%, for the six months ended June 30, 2008 compared to 2007 as a result of a reduction in consulting and legal fees.  In 2007, the Bank used consultants to assist with information technology matters.  The decline in legal fees is a result of the elimination of a monthly legal retainer for the Bank’s general counsel because of fewer legal matters.  Legal services are now billed based on actual hours spent.

Data processing expenses increased $14 thousand, or 12.39% for the quarter ended June 30, 2008 compared to the same quarter in 2007 and increased $25 thousand, or 11.28% for the six months ended June 30, 2008 compared to 2007.  The increase relates to an annual increase of 6% by the Bank’s core service provider and the implementation of a new e-banking platform that is integrated with the Bank’s core system.  This platform is used by the Bank’s consumer and corporate customers to perform cash management transactions.  The increase is also related to the Bank’s ATM processing expense—specifically, net interchange expense.  More Bank customers are using non-proprietary ATMs for which the Bank is charged a fee versus non-customers using the Bank’s ATM network for which it receives a fee.

Federal deposit insurance assessments increased $1 thousand, or 2.35%, for the quarter ended June 30, 2008 compared to 2007 and increased $4 thousand, or 0.16%, for the six months ended June 30, 2008 compared to 2007.  Assessments are based on many factors including the Bank’s deposit size and composition and its current regulatory ratings.

All other expenses are reflective of the general cost to do business and compete in the current regulatory environment and maintenance of adequate insurance coverage.

Regulatory Matters

The FDIC became the Bank’s primary regulator on January 1, 2008.  Taking into account the results of the 2007 regulatory examinations, the FDIC and the Commonwealth of PA issued new regulatory orders (“Orders”) to replace a Written Agreement the Bank had with the Federal Reserve and Commonwealth Department of Banking, its former regulators. Management believes that the Bank is substantially in compliance with the conditions of the Orders and continues to address all matters as required.  Failure to comply could result in additional regulatory supervision and/or actions.

Dividend Restrictions

The Company has never declared or paid any cash or stock dividends.  The Pennsylvania Banking Code of 1965, as amended, provides that cash dividends may be declared and paid only from accumulated net earnings and that, prior to the declaration of any dividend, if the surplus of a bank is less than the amount of its capital, the bank shall, until surplus is equal to such amount, transfer to surplus an amount which is at least ten percent(10%) of the net earnings of the bank for the period since the end of the last fiscal year or any shorter period since the declaration of a dividend.  If the surplus of a bank is less than fifty percent (50%) of the amount of its capital, no dividend may be declared or paid by the Bank without the prior approval of the Pennsylvania Department of Banking.

Under the Federal Reserve Act, the Federal Reserve Board has the power to prohibit the payment of cash dividends by a bank holding company if it determines that such a payment would be an unsafe or unsound practice or constitutes a serious risk to the financial soundness or stability of the subsidiary bank.  As a result of these laws and regulations, the Bank, and therefore the Company, whose only source of income is dividends from the Bank, will be unable to pay any dividends while an accumulated deficit exists.  The Company does not anticipate that dividends will be paid for the foreseeable future.

20

The FDIC generally prohibits all payments of dividends by a bank that is in default of any assessment to the FDIC. Under the Orders, the Bank is prohibited from paying dividends. (See “Regulatory Matters” above)

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Interest rate sensitivity varies with different types of interest-earning assets and interest-bearing liabilities.  Overnight federal funds on which rates change daily and loans which are tied to prime or other short term indices differ considerably from long-term investment securities and fixed-rate loans.  Similarly, time deposits are much more interest sensitive than passbook savings accounts.  The shorter-term interest rate sensitivities are critical to measuring the interest sensitivity gap, or excess earning assets over interest-bearing liabilities.  Management of interest sensitivity involves matching repricing dates of interest-earning assets with interest-bearing liabilities in a manner designed to optimize net interest income within the limits imposed by regulatory authorities, liquidity determinations and capital considerations.

At June 30, 2008, a slight liability sensitive position is maintained on a cumulative basis through 1 year of -1.22% that is within the Bank’s policy guidelines of +/- 15% on a cumulative 1-year basis. This position is relatively neutral to increasing or declining interest rates with little or no impact on net interest income.

While using the interest sensitivity gap analysis is a useful management tool as it considers the quantity of assets and liabilities subject to repricing in a given time period, it does not consider the relative sensitivity to market interest rate changes that are characteristic of various interest rate-sensitive assets and liabilities.  A simulation model is used to estimate the impact of various changes, both upward and downward, in market interest rates and volumes of assets and liabilities on the net income of the Bank.  This model produces an interest rate exposure report that forecasts changes in the market value of portfolio equity under alternative interest rate environments.  The market value of portfolio equity is defined as the present value of the Company’s existing assets, liabilities and off-balance-sheet instruments.  Based on these models, interest-rate exposure is not considered significant and is within the policy limits of the Bank on all measures at June 30, 2008.

Item 4.  Controls and Procedures

As of the end of the period covered by the report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer, Evelyn F. Smalls, and Chief Financial Officer, Brenda M. Hudson-Nelson, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e).  Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic Securities and Exchange Commission filings.

As of the date of this report, there have not been any changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect its internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

There have not been any material changes to the risk factors disclosed in the Company’s 2007 Annual Report on Form 10-K.

21

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 None

Item 3.  Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5.  Other Information.

None

Item 6. Exhibits.

a)           Exhibits.

Exhibit 31.1 Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31.2 Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 32.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

22

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNITED BANCSHARES, INC.

Date: August 14, 2008	/s/ Evelyn F. Smalls
	Evelyn F. Smalls
	President & Chief Executive Officer
Date: August 14, 2008	/s/ Brenda M. Hudson-Nelson
	Brenda Hudson-Nelson
	Executive Vice President/Chief Financial Officer

23

Index to Exhibits-FORM 10-Q

Exhibit 31.1 Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31.2 Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 32.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

24

EX-31.1

 

Exhibit 31.1

CERTIFICATIONS

I, Evelyn F. Smalls, Chief Executive Officer, certify that:

1.           I have reviewed this quarterly report on Form 10-Q of United Bancshares, Inc.;

2.           Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.           Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.           The registrant’s other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal controls over financial reporting as define in Exchange Act Rule 13a-15 (f) and 15d-15 (f) for the registrant and we have:

a)           designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

                        b)         designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)           evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter, (registrant’s fourth fiscal quarter in the case of an annual report.) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)           all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)           any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Evelyn F. Smalls

Evelyn F. Smalls

Chief Executive Officer

August 14, 2008

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Brenda M. Hudson-Nelson, Chief Financial Officer, certify that:

1.           I have reviewed this quarterly report on Form 10-Q of United Bancshares, Inc.;

2.           Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.           Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.           The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal controls over financial reporting as define in Exchange Act Rule 13a-15 (f) and 15d-15 (f) for the registrant and we have:

a)           designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

                        b)         designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)           evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter, (registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)           all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)           any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Brenda M. Hudson-Nelson

Brenda M. Hudson-Nelson

Chief Financial Officer

August 14, 2008

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of United Bancshares, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Evelyn F. Smalls, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. '1350, as adopted pursuant to '906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)           The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Evelyn F. Smalls

Evelyn F. Smalls

Chief Executive Officer

August 14, 2008

EX-32.2

 

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of United Bancshares, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brenda M. Hudson-Nelson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. '1350, as adopted pursuant to '906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)           The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Brenda M. Hudson-Nelson

Brenda M. Hudson-Nelson

Chief Financial Officer

August 14, 2008